UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 1.02 Termination of a Material Definitive Agreement
As previously reported, on May 14, 2024, Global Technology Acquisition Corp. I, a Cayman Islands exempted company limited by shares (“GTAC”), entered into a Business Combination and Merger Agreement (the “Merger Agreement”) with Global Technology Merger Sub Corporation, a Cayman Islands exempted company limited by shares and a direct, wholly owned subsidiary of GTAC (“Merger Sub”) and Tyfon Culture Holdings Limited, a Cayman Islands exempted company limited by shares (the “Company”).
On August 18, 2024 (the “Effective Date”), the parties to the Merger Agreement entered into that certain Termination Agreement (the “Termination Agreement”) pursuant to which the parties mutually agreed to terminate the Merger Agreement pursuant to Section 11.1(d) of the Merger Agreement, effective immediately. Pursuant to the Termination Agreement, as of the Effective Date, the Merger Agreement will be of no further force and effect (other than certain customary limited provisions that survive the termination pursuant to the terms of the Merger Agreement) and the ancillary agreements entered into in connection with the Merger Agreement will also automatically terminate in accordance with their respective terms. Pursuant to the Termination Agreement, the Company has agreed to pay GTAC a termination fee of $3,200,000 within 30 days of the Effective Date (the “First Termination Payment”), and if GTAC liquidates prior to entering into another definitive agreement to consummate an initial business combination (a “Second BCA”), the Company has agreed to pay GTAC an additional termination fee of $1,496,584.89 within 30 days following the date GTAC provides written notice to the Company that (i) the board of directors of GTAC adopted resolutions to liquidate and wind up GTAC, (ii) GTAC has publicly disclosed such resolutions, and (iii) GTAC has redeemed its public shares (the “Second Termination Payment”), which termination payments reflect certain fees, costs and expenses incurred by GTAC in pursuit of a business combination with the Company. For the avoidance of doubt, in the event GTAC enters into a Second BCA, the Company shall have no obligation to make the Second Termination Payment. Following the Effective Date, GTAC intends to withdraw its registration statement on Form F-4, filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2024.
The Termination Agreement contains mutual releases of claims, covenants not to sue and non-disparagement covenants by all parties thereto. GTAC’s release of claims is conditional upon the Company’s payment of the First Termination Payment and, if applicable, the Second Termination Payment.
The foregoing descriptions of the Merger Agreement and the Termination Agreement are qualified in their entirety by the terms and conditions of the full text of the Merger Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by GTAC on May 24, 2024, and the full text of the Termination Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, each of which is incorporated by reference herein.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
The Exhibit Index is incorporated by reference herein.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Termination Agreement, dated as of August 18, 2024, among Global Technology Acquisition Corp. I, Global Technology Merger Sub Corporation and Tyfon Culture Holdings Limited. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 19, 2024
| GLOBAL TECHNOLOGY ACQUISITION CORP. I | ||
| By: | /s/ Thomas Hennessy | |
| Name: | Thomas Hennessy | |
| Title: | Chief Executive Officer | |